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Adopting bylaws without a vote?


Guest Pauline

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Can bylaws be legally adopted without a vote? Our school is in the process of forming our first PTO. The Bylaws committee worked on the bylaws and then presented them in a meeting with the statement that they had been approved by the principal and were now in place. There was no motion to adopt, no discussion allowed, and no vote... Is this procedurally correct?

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Can bylaws be legally adopted without a vote? Our school is in the process of forming our first PTO. The Bylaws committee worked on the bylaws and then presented them in a meeting with the statement that they had been approved by the principal and were now in place. There was no motion to adopt, no discussion allowed, and no vote... Is this procedurally correct?

Nope.

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Can bylaws be legally adopted without a vote?

Yes.

See "unanimous consent"/"general consent" in RONR.

[...Principal approved...] Is this procedurally correct?

Unknown.

Q. Per your then-existing bylaws, is that how the amendment process is described in your bylaws' article re method of amendment?

If yes, then "Yes."

If no, then "No."

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Can bylaws be legally adopted without a vote? Our school is in the process of forming our first PTO. The Bylaws committee worked on the bylaws and then presented them in a meeting with the statement that they had been approved by the principal and were now in place. There was no motion to adopt, no discussion allowed, and no vote... Is this procedurally correct?

Pauline - my reading of this is that your PTO is just forming, and as such has (had) no bylaws in place. The Bylaws committee was appointed (somehow) to draft the bylaws anew. Is that correct?

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Pauline - my reading of this is that your PTO is just forming, and as such has (had) no bylaws in place. The Bylaws committee was appointed (somehow) to draft the bylaws anew. Is that correct?

Yes, David, that is correct. We are a brand new PTO for a school beginning its second year. These are the very first bylaws. A small group of interested parents held an organizational meeting in July and divided into various committees - bylaws, fundraising, etc. The bylaws were emailed from the committee to the rest of us last night. At the meeting this morning, the bylaws were introduced with the statement that the principal (who was not present) had approved them, and they were now in place. No motion, no discussion, no vote.

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Yes, David, that is correct. We are a brand new PTO for a school beginning its second year. These are the very first bylaws. A small group of interested parents held an organizational meeting in July and divided into various committees - bylaws, fundraising, etc. The bylaws were emailed from the committee to the rest of us last night. At the meeting this morning, the bylaws were introduced with the statement that the principal (who was not present) had approved them, and they were now in place. No motion, no discussion, no vote.

Well, as I read "The Book", that's not how it's done. RONR describes the "Second Organizational Meeting" (which takes place after everyone gathered first to decide to start the organization, and then create a committee to draft a constitution and/or bylaws) where all the hopeful members gather again, debate and vote on the bylaws, and then take a short recess to enroll members, then get going again to elect the Board (if the bylaws define one) and so one.

I think someone needs to take the principal to the library and let him take out Roberts Rules of Order for Dummies.

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At the meeting this morning, the bylaws were introduced with the statement that the principal (who was not present) had approved them, and they were now in place.

Assuming the "PTO" is a Parent-Teacher organization, the Principal is not a Teacher, and may not even be a Parent, so it's not clear what role, if any, the Principal has. But that's something for you to determine. It's conceivable, if you seek affiliation with a national organization, that the Principal might be given some sort of "veto power". But it doesn't come from RONR.

The bottom line: Ask those who claim authority where they got it.

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